Outcome of the Rights Issue
The subscription period of the Rights Issue ended on 28 May 2024. The Rights Issue was subscribed to approximately 92.3 percent with support of subscription rights and approximately 7.7 percent without support of subscription rights. The Rights Issue was thus subscribed, with and without support of subscription rights, to 100 percent. The Rights Issue has thus been fully subscribed, and no guarantee commitments will be utilized. Annexin will receive approximately SEK 45.1 million before issue related costs.
Notification of allocation of shares subscribed for without support of subscription rights is estimated to be distributed to those who have been allocated shares through a settlement note on 31 May 2024. Shareholders who have their shares registered with a custodian will receive notification of allocation in accordance with the respective custodians' routines. Allocation of shares subscribed for without support of subscription rights have been carried out in accordance with the principles set out in the prospectus published on 7 May 2024.
Trading in paid subscribed shares ("BTA") will take place on Nasdaq First North Growth Market until the Rights Issue is registered with the Swedish Companies Registration Office. Registration of the Rights Issue is expected to take place during week 24, 2024.
CEO comment
"We are extremely pleased with an outcome which means a 100 percent subscribed rights issue, especially in today's investment climate. We thank all shareholders for their continued confidence that gives Annexin the opportunity to take our studies and business development activities further. With the promising results so far and a successful financing in place, I look forward to a continued very exciting 2024 with data reporting in the RVO study as the next big event," says CEO Anders Haegerstrand.
The Directed Issue
In connection with the Rights Issue and as described in the prospectus published on 7 May 2024, a number of the Company’s existing shareholders (the "Guarantors") have entered guarantee commitments totalling SEK 11.0 million, which, together with subscription undertakings entered into in connection with the Rights Issue, correspond to approximately 90.6 percent of the Rights Issue. Compensation for guarantee commitments is 14 percent of the guaranteed amount. In accordance with entered guarantee agreements, the Company has the option to settle the guarantee compensation through a directed share issue. In light of this, the board has resolved on the Directed Issue of 6,171,512 shares to the Guarantors. No cash compensation has been paid for the guarantee commitments received in the Rights Issue.
The reason for deviating from the shareholders’ preferential rights in the Directed Issue is to fulfill the Company's contractual obligations to the Guarantors and Lenders. The board considers it advantageous for the Company's financial position to utilize the opportunity to pay the guarantee compensation in the form of newly issued shares instead of cash payment.
Decisions regarding the Directed Issue have been made with the authorization from the Annual General Meeting held on 2 May 2024. The subscription price for shares issued through the Directed Issue has, in accordance with entered guarantee agreements, been set to 0.25 SEK per share. The subscription price has been determined through negotiations at arm’s length between the Company and the Guarantors. The board therefore makes the assessment that the terms have been determined in such a way that market fairness has been ensured and that terms reflect the prevailing market conditions. Payment in the Directed Issue will be made by offsetting the Guarantors' respective claims for guarantee compensation against the Company.
Total Increase in the number of shares and share capital
Through the Rights Issue and the Directed Issue, the share capital increases by a total of 3,084,842.9600093 SEK, from SEK 5,735,969.945988 to 8,820,812.906081 SEK, through the issuance of a total of 186,395,023 shares, resulting in the total number of shares increasing from 346,583,688 to 532,978,711 shares, corresponding to a total dilution of approximately 35.0 percent of the share capital and voting rights.
Advisors
Hagberg & Aneborn is the issuing agent and Cirio Advokatbyrå AB acts as legal advisor to Annexin Pharmaceuticals in connection with the Rights Issue.
For further information, please contact:
Anders Haegerstrand, CEO
Phone: +46 (0)70 575 50 37
Mail: anders.haegerstrand@annexinpharma.com
The information was submitted for publication, through the agency of the contact person set out above, on May 30, 2024 17:15 CEST.
This document has been prepared in a Swedish and English version. In the event of any deviations, the Swedish version shall prevail.
About Annexin Pharmaceuticals AB (publ)
Annexin Pharmaceuticals AB is a leading biotechnology company in the Annexin A5 field for the treatment of various diseases. The company's biological drug candidate ANXV - a human recombinant protein, Annexin A5 - is primarily intended for treatment of patients with injuries and inflammation of the blood vessels, but also for cancer. The company has an extensive patent portfolio for the treatment of diseases with Annexin A5 and for production of Annexin A5.
The company is based in Stockholm, Sweden and listed on Nasdaq First North Growth Market, under the ticker ANNX. Redeye is the company's Certified Adviser.
Important Information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares, paid subscribed share, subscription rights or other securities in the Company. No action has been taken, nor will any actions be taken, to permit an offer to the public in any other jurisdiction than Sweden. An invitation to eligible persons to subscribe for shares in the Company has only be made through the prospectus that the Company published in an authorized manner.
The information in this press release may not be published or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “USA”), Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law. This press release does not constitute an offer of invitation to acquire or subscribe for shares or other securities in the USA. No shares, paid subscribed share, subscription rights or other securities issued by the Company (the “Securities”) have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws in any other state or jurisdiction in the USA and no Securities may be offered, subscribed, used, pledged, sold, retailed, delivered or transferred, directly or indirectly, in or into the USA other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the USA. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission, any state securities authority or other authority in the USA. No such authority has assessed or made any statements about the Rights Issue or the accuracy or reliability of the prospectus. To assert the contrary is a criminal act in the USA.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “ProspectusRegulation”) and has not been approved by any regulatory authority in any jurisdiction. In any EEA Member State, other than Sweden, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the Securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the Prospectus Regulation which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
ANNEXIN PHARMACEUTICALS AB 
